8-K
Gibraltar Industries, Inc. (ROCK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 2026 (February 26, 2026)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22462 | 16-1445150 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation ) | (Commission File Number) | (IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | ROCK | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02:
On February 26, 2026, Gibraltar Industries, Inc. (the “Company”) issued a news release and will hold a conference call regarding financial results for the three and twelve months ended December 31, 2025. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K under the caption Item 2.02, including the Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, unless the Company specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings Release issued by Gibraltar Industries, Inc. on February 26, 2026 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIBRALTAR INDUSTRIES, INC. | |||
|---|---|---|---|
| Date: | February 26, 2026 | ||
| By: | /s/ Joseph A. Lovechio | ||
| Joseph A. Lovechio | |||
| Vice President and Chief Financial Officer |
3
Document
Gibraltar Reports Fourth Quarter and Full Year 2025 Results and Issues Full Year 2026 Guidance
Results from Continuing Operations in Line with Previously Announced Range
2026 Guidance Includes OmniMax International
Buffalo, New York, February 26, 2026 – Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, today reported its financial results for the three and twelve-month period ended December 31, 2025.
As a reminder, on June 30, 2025, Gibraltar announced that it has reclassified its Renewables business as discontinued operations to focus its asset portfolio and resources on its building products and structures businesses – namely the residential, agtech and infrastructure segments.
“Fourth quarter results were in line with our previously announced range with net sales up 16%, adjusted EBITDA and adjusted EPS down 8% and 15% respectively, operating cash flow of $32 million, and an ending cash balance of $116 million.” stated Chairman and CEO Bill Bosway. “For the year, net sales were up 11%, adjusted EBITDA up 4%, and adjusted EPS up 3%.”
Fourth Quarter and Full Year 2025 Results from Continuing Operations
| (Millions, except EPS) | |||||
|---|---|---|---|---|---|
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||
| 2024 | Change | 2025 | 2024 | Change | |
| Net Sales | $231.6 | 16.0% | $1,135.5 | $1,023.4 | 11.0% |
| Adjusted EBITDA | $39.6 | (7.6)% | $185.3 | $177.5 | 4.4% |
| Net Income | $47.3 | (75.1)% | $97.6 | $135.0 | (27.7)% |
| Adj Net Income | $27.5 | (17.5)% | $117.6 | $117.4 | 0.2% |
| GAAP EPS – Diluted | $1.54 | (74.0)% | $3.25 | $4.39 | (26.0)% |
| Adj EPS - Diluted | $0.89 | (14.6)% | $3.92 | $3.82 | 2.6% |
All values are in US Dollars.
Net sales in the quarter were driven by metal roofing and structures acquisitions offset by a soft end market, channel inventory rightsizing, and timing of price/cost alignment actions in the building accessories business. Lower new construction starts impacted the mail and package business, and Agtech volume from a large project shifted into 2026. Consolidated bookings continued to be strong in the quarter with backlog up 102% over prior year.
GAAP net income decreased 75.1% to $11.8 million related to a $25.3 million prior-year gain on the sale of the residential electronic locker business, and $10.0 million of acquisition costs during the quarter; adjusted net income decreased 17.5% to $22.7 million, driven by business and product mix in Residential, lower volume in Agtech, and lower interest income.
Adjusted measures are further described in the appended reconciliation of adjusted financial measures.
Fourth Quarter Segment Results
Residential
| (Millions) Three Months Ended December 31, | |||||
|---|---|---|---|---|---|
| 2024 GAAP | Change | 2025 Adjusted | 2024 Adjusted | Change | |
| Net Sales | $170.7 | 7.5% | $183.5 | $168.5 | 8.9% |
| Operating Income | $29.1 | (24.7)% | $25.6 | $29.0 | (11.7)% |
| Operating Margin | 17.0% | (510) bps | 14.0% | 17.2% | (320) bps |
| EBITDA | N/A | N/A | $29.9 | $32.1 | (6.9)% |
| EBITDA Margin | N/A | N/A | 16.3% | 19.1% | (280) bps |
All values are in US Dollars.
Adjusted net sales increased 8.9% with strength in metal roofing sales. Building accessories product sales were down 2.7%, impacted by a slow end market, a significant reduction in channel inventory, and timing of price/cost alignment actions. Mail and package product sales were down 9.8% driven by ongoing slowness in single and multi-family new construction starts. Accounting for the sale of Package Concierge in 2024, mail and package product sales were down 6.4% in the quarter. Metal roofing performed well in the quarter, with acquisitions tracking to plan, driving overall segment growth.
Operating margin was driven mainly by deleveraging on lower volumes and price/cost alignment in building accessories, additional lower volume in mail and package, overall business and product mix, and accelerating integration investments across the metal roofing business.
Agtech
| (Millions) Three Months Ended December 31, | |||||
|---|---|---|---|---|---|
| 2024 GAAP | Change | 2025 Adjusted | 2024 Adjusted | Change | |
| Net Sales | $42.7 | 46.6% | $62.6 | $42.7 | 46.6% |
| Operating Income | $2.3 | 60.9% | $4.4 | $8.3 | (47.0)% |
| Operating Margin | 5.4% | 60 bps | 7.1% | 19.4% | NMF |
| EBITDA | N/A | N/A | $6.3 | $9.1 | (30.8)% |
| EBITDA Margin | N/A | N/A | 10.1% | 21.4% | NMF |
All values are in US Dollars.
Net sales increased 46.6% driven by the acquisition of Lane Supply offset by an ongoing funding delay of a large Produce project in the U.S. which subsequently moved into 2026; as a result, organic volume decreased approximately $8 million in the quarter. Customer growing capacity expansion plans helped increase total backlog 239% and organic backlog 187%.
Adjusted operating margin contraction was driven by unplanned lower volume in the quarter and a prior-year benefit of a past-due customer payment.
Infrastructure
| (Millions) Three Months Ended December 31, | |||||
|---|---|---|---|---|---|
| 2024 GAAP | Change | 2025 Adjusted | 2024 Adjusted | Change | |
| Net Sales | $18.1 | 24.3% | $22.5 | $18.1 | 24.3% |
| Operating Income | $3.7 | 35.1% | $5.0 | $3.7 | 35.1% |
| Operating Margin | 20.4% | 160 bps | 22.0% | 20.4% | 160 bps |
| EBITDA | N/A | N/A | $5.8 | $4.5 | 28.9% |
| EBITDA Margin | N/A | N/A | 25.5% | 24.8% | 70 bps |
All values are in US Dollars.
Net sales grew 24.3% with backlog down 4% driven by timing of project awards. Engineering backlog and quoting / bid activity remains strong and is expected to drive future order bookings and order backlog in 2026.
Operating margin was driven by 80/20 initiatives, volume, mix, and the accelerating ramp up of the new steel shape supplier.
2026 Outlook for Continuing Operations
“With the addition of OmniMax International, which closed on February 2, 2026, we anticipate that our Residential business will represent approximately 80% of Gibraltar’s overall business in 2026, and we start the year in a stronger position to support customers and outperform in a market that continues to be relatively soft. Channel inventory appears to be better aligned with demand, but we expect customers to continue to manage inventory and execute less restocking than typical in the first quarter 2026. As a result, we have taken a conservative view of our Residential business’ organic growth in establishing our guidance for Gibraltar going into the year.”
Mr. Bosway continued, “We are very excited to have OmniMax join forces with Gibraltar. As expected, OmniMax delivered good full year 2025 results in both revenue and adjusted EBITDA. The leadership team is in place and the Integration Management Office (IMO), our outside advisory team, and our 20 workstream teams are also in place and finalizing improvement plans, identifying additional synergy opportunities, and starting implementation of our highest priority initiatives.”
Mr. Bosway added, “Our Agtech business is in position to deliver a solid year – backlog remains robust, design and bid activity are very active, and we expect development plans of additional acreage to continue this momentum. We also expect our Infrastructure business to deliver another good year as the engineering backlog and bid activity continues to grow during the year.”
2026 Guidance
Consolidated net sales are expected to range between $1.76 billion and $1.83 billion. This compares to net sales of $1.14 billion in 2025. Adjusted EBITDA margin is expected to range between 17.6% and 17.8%, compared to 16.3% for 2025. GAAP EPS is expected to range between $2.40 and $2.80, compared to $3.25 in 2025. Adjusted EPS is expected to range between $3.65 and $4.05, compared to $3.92 in 2025.
Fourth Quarter 2025 Conference Call Details
Gibraltar will host a conference call today starting at 9:00 a.m. ET to review its results for the fourth quarter of 2025. Interested parties may access the webcast through the Investors section of the Company’s website at www.gibraltar1.com, where related presentation materials will also be posted prior to the conference call. The call also may be accessed by dialing (877) 407-3088 or (201) 389-0927. For interested individuals unable to join the live conference call, a webcast replay will be available on the Company’s website for one year.
About Gibraltar
Gibraltar is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets. Gibraltar’s mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology. Gibraltar is innovating to reshape critical markets in comfortable living and productive growing throughout North America. For more please visit www.gibraltar1.com.
Forward-Looking Statements
Certain information set forth in this news release, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about the Company’s business, and management’s beliefs about future operations, results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things, the ability of Gibraltar to successfully integrate OmniMax and/or to achieve expected cost and operational synergies from the OmniMax transaction; tariffs and retaliatory tariffs imposed by the United States or other countries on imported goods, including raw materials used in the manufacturing of the Company’s products; changes to economic conditions and customer demand for the Company’s products; the availability and pricing of principal raw materials and component parts, supply chain challenges causing project delays and field operations inefficiencies and disruptions, the loss of any key customers, adverse effects of inflation, the ability to continue to improve operating margins, the ability to generate order flow and sales and increase backlog; the ability to translate backlog into net sales, other general economic conditions and conditions in the particular markets in which we operate, changes in spending due to laws and government incentives, such as the Infrastructure Investment and Jobs Act, changes in customer demand and capital spending, competitive factors and pricing pressures, the ability to develop and launch new products in a cost-effective manner, the ability to realize synergies from newly acquired businesses, disruptions to IT systems, the impact of trade and regulation, rebates, credits and incentives and variations in government spending and ability to derive expected benefits from restructuring, productivity initiatives, liquidity enhancing actions, and other cost reduction actions. Before making any investment decisions regarding the company, we strongly advise you to read the section entitled “Risk Factors” in the most recent annual report on Form 10-K which can be accessed under the “SEC Filings” link of the “Investor Info” page of the website at www.Gibraltar1.com. The Company undertakes no
obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.
Adjusted Financial Measures
To supplement Gibraltar’s consolidated financial statements presented on a GAAP basis, Gibraltar also presented certain adjusted financial measures in this news release and its quarterly conference call, including adjusted net sales, adjusted operating income and margin, adjusted net income, adjusted earnings per share (EPS), free cash flow and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), each a non-GAAP financial measure. Unless otherwise indicated, the consolidated financial statements, disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business which was classified as a discontinued operation as of June 30, 2025. The Company has recast prior period amounts to reflect discontinued operations. Adjusted net sales reflects the removal of net sales associated with the residential electronic locker business, which was sold on December 17, 2024. Adjusted net income, operating income and margin exclude special charges consisting of restructuring costs (primarily comprised of exit activities costs and impairment of both tangible and intangible assets associated with 80/20 simplification, lean initiatives and / or discontinued products), senior leadership transition costs (associated with new and / or terminated senior executive roles), acquisition related costs (legal and consulting fees, and integration costs for recent business acquisitions), and portfolio management (which includes the gain on sale of and operating results generated by the residential electronic locker business sold in 2024). These special charges are excluded since they may not be considered directly related to the Company’s ongoing business operations. The aforementioned exclusions along with other adjustments to other income below operating profit are excluded from adjusted EPS. Adjusted EBITDA further excludes interest, taxes, depreciation, amortization and stock compensation expense. In evaluating its business, the Company considers and uses these non-GAAP financial measures as supplemental measures of its operating performance. Free cash flow is operating cash flow less capital expenditures and the related margin is free cash flow divided by net sales. The Company believes that the presentation of adjusted measures and free cash flow provides meaningful supplemental data to investors, as well as management, that are indicative of the Company’s core operating results and facilitates comparison of operating results across reporting periods as well as comparison with other companies. Adjusted EBITDA and free cash flow are also useful measures of the Company’s ability to service debt and adjusted EBITDA is one of the measures used for determining the Company’s debt covenant compliance.
Adjustments to the most directly comparable financial measures presented on a GAAP basis are quantified in the reconciliation of adjusted financial measures provided in the supplemental financial schedules that accompany this news release. These adjusted measures should not be viewed as a substitute for the Company’s GAAP results and may be different than adjusted measures used by other companies and the Company’s presentation of non-GAAP financial measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items.
Reconciliations of non-GAAP measures related to full-year 2026 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations due to the high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
Contact:
Alliance Advisors Investor Relations
Jody Burfening/Carolyn Capaccio
(212) 838-3777
rock@allianceadvisors.com
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended<br>December 31, | Twelve Months Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net sales | $ | 268,688 | $ | 231,593 | $ | 1,135,501 | $ | 1,023,359 |
| Cost of sales | 203,931 | 166,984 | 830,310 | 721,951 | ||||
| Gross profit | 64,757 | 64,609 | 305,191 | 301,408 | ||||
| Selling, general, and administrative expense | 50,109 | 33,022 | 182,440 | 155,734 | ||||
| Intangible asset impairment | — | 6,000 | — | 6,000 | ||||
| Operating income | 14,648 | 25,587 | 122,751 | 139,674 | ||||
| Interest income, net | (466) | (1,995) | (1,747) | (6,171) | ||||
| Other income, net | (60) | (25,378) | (2,078) | (25,142) | ||||
| Income before taxes from continuing operations | 15,174 | 52,960 | 126,576 | 170,987 | ||||
| Provision for income taxes | 3,376 | 5,666 | 29,020 | 35,943 | ||||
| Income from continuing operations | 11,798 | 47,294 | 97,556 | 135,044 | ||||
| Discontinued operations: | ||||||||
| (Loss) income before taxes from discontinued operations | (20,630) | (1,633) | (192,352) | 2,938 | ||||
| (Benefit of) provision for income taxes from discontinued operations | (6,383) | (496) | (50,408) | 642 | ||||
| (Loss) income from discontinued operations | (14,247) | (1,137) | (141,944) | 2,296 | ||||
| Net (loss) income | $ | (2,449) | $ | 46,157 | $ | (44,388) | $ | 137,340 |
| Net earnings per share – Basic: | ||||||||
| Income from continuing operations | $ | 0.40 | $ | 1.55 | $ | 3.27 | $ | 4.42 |
| (Loss) income from discontinued operations | (0.48) | (0.03) | (4.75) | 0.08 | ||||
| Net (loss) income | $ | (0.08) | $ | 1.52 | $ | (1.48) | $ | 4.50 |
| Weighted average shares outstanding – Basic | 29,744 | 30,464 | 29,875 | 30,538 | ||||
| Net earnings per share – Diluted: | ||||||||
| Income from continuing operations | $ | 0.40 | $ | 1.54 | $ | 3.25 | $ | 4.39 |
| (Loss) income from discontinued operations | (0.48) | (0.04) | (4.73) | 0.07 | ||||
| Net (loss) income | $ | (0.08) | $ | 1.50 | $ | (1.48) | $ | 4.46 |
| Weighted average shares outstanding – Diluted | 29,851 | 30,697 | 29,984 | 30,769 |
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| December 31,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 115,724 | $ | 269,480 |
| Trade receivables, net of allowance of $2,558 and $1,793, respectively | 120,327 | 114,898 | ||
| Costs in excess of billings, net | 26,799 | 18,817 | ||
| Inventories, net | 116,770 | 93,271 | ||
| Prepaid expenses and other current assets | 56,904 | 22,326 | ||
| Assets of discontinued operations | 192,362 | 132,540 | ||
| Total current assets | 628,886 | 651,332 | ||
| Property, plant, and equipment, net | 130,456 | 87,079 | ||
| Operating lease assets | 55,355 | 41,558 | ||
| Goodwill | 415,032 | 323,189 | ||
| Customer relationships, net | 109,092 | 29,348 | ||
| Other intangibles, net | 34,464 | 26,072 | ||
| Other assets | 20,318 | 1,936 | ||
| Assets of discontinued operations | — | 258,896 | ||
| $ | 1,393,603 | $ | 1,419,410 | |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 108,216 | $ | 90,705 |
| Accrued expenses | 155,807 | 65,905 | ||
| Billings in excess of costs | 8,879 | 14,769 | ||
| Liabilities of discontinued operations | 93,120 | 83,483 | ||
| Total current liabilities | 366,022 | 254,862 | ||
| Deferred income taxes | 5,116 | 56,655 | ||
| Non-current operating lease liabilities | 46,199 | 33,391 | ||
| Other non-current liabilities | 25,868 | 24,734 | ||
| Liabilities of discontinued operations | — | 1,734 | ||
| Stockholders’ equity: | ||||
| Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | — | — | ||
| Common stock, $0.01 par value; authorized 100,000 shares; 34,482 and 34,313 shares issued and outstanding, respectively | 345 | 343 | ||
| Additional paid-in capital | 353,018 | 343,583 | ||
| Retained earnings | 831,463 | 875,851 | ||
| Accumulated other comprehensive loss | (3,683) | (5,326) | ||
| Treasury stock, at cost; 4,935 and 3,960 shares, respectively | (230,745) | (166,417) | ||
| Total stockholders’ equity | 950,398 | 1,048,034 | ||
| $ | 1,393,603 | $ | 1,419,410 |
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Twelve Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash Flows from Operating Activities | ||||
| Net (loss) income | $ | (44,388) | $ | 137,340 |
| (Loss) income from discontinued operations | (141,944) | 2,296 | ||
| Income from continuing operations | 97,556 | 135,044 | ||
| Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | ||||
| Depreciation and amortization | 29,849 | 19,120 | ||
| Intangible asset impairment | — | 6,000 | ||
| Stock compensation expense | 8,339 | 10,045 | ||
| Gain on sale of business | — | (25,265) | ||
| Benefit of deferred income taxes | (1,971) | (276) | ||
| Other, net | 2,365 | 4,422 | ||
| Changes in operating assets and liabilities net of effects from acquisitions: | ||||
| Trade receivables and costs in excess of billings | 12,210 | (2,731) | ||
| Inventories | (4,933) | 1,828 | ||
| Other current assets and other assets | 516 | (6,634) | ||
| Accounts payable | 7,197 | 28,419 | ||
| Accrued expenses and other non-current liabilities | (14,021) | (82) | ||
| Net cash provided by operating activities of continuing operations | 137,107 | 169,890 | ||
| Net cash provided by operating activities of discontinued operations | 29,894 | 4,374 | ||
| Net cash provided by operating activities | 167,001 | 174,264 | ||
| Cash Flows from Investing Activities | ||||
| Acquisitions, net of cash acquired | (210,650) | — | ||
| Purchases of property, plant, and equipment, net | (46,130) | (16,852) | ||
| Net proceeds from sale of business | 352 | 28,124 | ||
| Net cash (used in) provided by investing activities of continuing operations | (256,428) | 11,272 | ||
| Net cash used in investing activities of discontinued operations | (972) | (2,728) | ||
| Net cash (used in) provided by investing activities | (257,400) | 8,544 | ||
| Cash Flows from Financing Activities | ||||
| Purchase of common stock at market prices | (63,871) | (12,189) | ||
| Net proceeds from issuance of common stock | 198 | — | ||
| Net cash used in financing activities | (63,673) | (12,189) | ||
| Effect of exchange rate changes on cash | 316 | (565) | ||
| Net (decrease) increase in cash and cash equivalents | (153,756) | 170,054 | ||
| Cash and cash equivalents at beginning of year | 269,480 | 99,426 | ||
| Cash and cash equivalents at end of year | $ | 115,724 | $ | 269,480 |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of GAAP and Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended December 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before taxes | Provision for income taxes | Net income from continuing operations | Net income from continuing operations per share - diluted | |||||||||||
| As Reported in GAAP Statements | $ | 15,174 | $ | 3,376 | $ | 11,798 | $ | 0.40 | ||||||
| Restructuring Charges (1) | 4,203 | 1,208 | 2,995 | 0.10 | ||||||||||
| Acquisition Related Costs (2) | 10,064 | 2,164 | 7,900 | 0.26 | ||||||||||
| Adjusted Financial Measures | $ | 29,441 | $ | 6,748 | $ | 22,693 | $ | 0.76 | ||||||
| Residential | Agtech | Infrastructure | Corporate | Consolidated | ||||||||||
| Operating Margin | 11.9 | % | 6.0 | % | 22.0 | % | n/a | 5.5 | % | |||||
| Restructuring Charges (1) | 1.9 | % | 1.1 | % | — | % | n/a | 1.6 | % | |||||
| Acquisition Related Costs (2) | 0.2 | % | — | % | — | % | n/a | 3.8 | % | |||||
| Adjusted Operating Margin | 14.0 | % | 7.1 | % | 22.0 | % | n/a | 10.8 | % | |||||
| Income from Operations | $ | 21,892 | $ | 3,735 | $ | 4,964 | $ | (15,943) | $ | 14,648 | ||||
| Restructuring Charges (1) | 3,522 | 681 | — | — | 4,203 | |||||||||
| Acquisition Related Costs (2) | 194 | 5 | — | 10,036 | 10,235 | |||||||||
| Adjusted Income from Operations | $ | 25,608 | $ | 4,421 | $ | 4,964 | $ | (5,907) | $ | 29,086 | ||||
| Net Sales (3) | $ | 183,541 | $ | 62,604 | $ | 22,543 | $ | — | $ | 268,688 | ||||
| (1) Comprised primarily of exit activities costs | ||||||||||||||
| (2) Represents acquisition related expenses including due diligence and integration costs of recent business combinations | ||||||||||||||
| (3) There were no Non-GAAP adjustments to Net Sales in 2025 |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of GAAP and Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before taxes | Provision for income taxes | Net income from continuing operations | Net income from continuing operations per share - diluted | ||||||||||||||
| As Previously Reported in GAAP Statements | $ | 51,327 | $ | 5,170 | $ | 46,157 | $ | 1.50 | |||||||||
| Discontinued Operations (1) | 1,633 | 496 | 1,137 | 0.04 | |||||||||||||
| As Reported in GAAP Statements | $ | 52,960 | $ | 5,666 | $ | 47,294 | $ | 1.54 | |||||||||
| Restructuring & Other Charges (2) | 7,586 | 1,995 | 5,591 | 0.17 | |||||||||||||
| Portfolio Management (3) | (25,803) | (373) | (25,430) | (0.82) | |||||||||||||
| Adjusted Financial Measures Recast | $ | 34,743 | $ | 7,288 | $ | 27,455 | $ | 0.89 | |||||||||
| Residential | Agtech | Renewables | Infrastructure | Corporate | Consolidated | ||||||||||||
| Operating Margin Previously Reported | 17.0 | % | 5.4 | % | (1.1) | % | 20.4 | % | n/a | 8.2 | % | ||||||
| Discontinued Operations (1) | n/a | n/a | |||||||||||||||
| Operating Margin as Reported in GAAP Statements | 17.0 | % | 5.4 | % | n/a | 20.4 | % | n/a | 11.0 | % | |||||||
| Restructuring & Other Charges (2) | 0.3 | % | 14.0 | % | n/a | — | % | n/a | 3.3 | % | |||||||
| Portfolio Management (3) | (0.3) | % | — | % | n/a | — | % | n/a | (0.2) | % | |||||||
| Adjusted Operating Margin Recast | 17.2 | % | 19.4 | % | n/a | 20.4 | % | n/a | 14.3 | % | |||||||
| Income from Operations Previously Reported | $ | 29,070 | $ | 2,297 | $ | (767) | $ | 3,690 | $ | (9,470) | $ | 24,820 | |||||
| Discontinued Operations (1) | — | — | 767 | — | — | 767 | |||||||||||
| Income from Operations as Reported in GAAP Statements | $ | 29,070 | $ | 2,297 | $ | — | $ | 3,690 | $ | (9,470) | $ | 25,587 | |||||
| Restructuring & Other Charges (2) | 427 | 6,000 | — | — | 1,211 | 7,638 | |||||||||||
| Portfolio Management (3) | (538) | — | — | — | — | (538) | |||||||||||
| Adjusted Income from Operations Recast | $ | 28,959 | $ | 8,297 | $ | — | $ | 3,690 | $ | (8,259) | $ | 32,687 | |||||
| Net Sales & Adjusted Net Sales Previously Reported | $ | 170,729 | $ | 42,749 | $ | 70,464 | $ | 18,115 | $ | — | $ | 302,057 | |||||
| Discontinued Operations (1) | — | — | (70,464) | — | — | (70,464) | |||||||||||
| Net Sales as Reported in GAAP Statements | $ | 170,729 | $ | 42,749 | $ | — | $ | 18,115 | $ | — | $ | 231,593 | |||||
| Portfolio Management (3) | (2,268) | — | — | — | — | (2,268) | |||||||||||
| Adjusted Net Sales Recast | $ | 168,461 | $ | 42,749 | $ | — | $ | 18,115 | $ | — | $ | 229,325 | |||||
| (1) Represents the results generated by the Company's Renewables business classified as Discontinued Operations in 2025 | |||||||||||||||||
| (2) Comprised primarily of exit activities costs, the write-off of indefinite-lived trademarks, senior leadership transition costs associated with changes in leadership positions, acquisition-related expenses including due diligence costs and portfolio management costs | |||||||||||||||||
| (3) Represents the results generated by the Company's electronic locker business sold in 2024 |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of GAAP and Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Year Ended December 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for income taxes | Net income from continuing operations | Net income from continuing operations per share - diluted | |||||||||||
| As Reported in GAAP Statements | 126,576 | $ | 29,020 | $ | 97,556 | $ | 3.25 | ||||||
| Restructuring Charges (1) | 1,988 | 6,330 | 0.22 | ||||||||||
| Acquisition Related Costs (2) (3) | 3,836 | 13,708 | 0.45 | ||||||||||
| Adjusted Financial Measures | 152,438 | $ | 34,844 | $ | 117,594 | $ | 3.92 | ||||||
| Agtech | Infrastructure | Corporate | Consolidated | ||||||||||
| Operating Margin | % | 4.5 | % | 23.9 | % | n/a | 10.8 | % | |||||
| Restructuring Charges (1) | % | 0.6 | % | — | % | n/a | 0.7 | % | |||||
| Acquisition Related Costs (2) | % | 2.1 | % | — | % | n/a | 1.6 | % | |||||
| Adjusted Operating Margin | % | 7.1 | % | 23.9 | % | n/a | 13.3 | % | |||||
| Income from Operations | 137,195 | $ | 9,804 | $ | 22,042 | $ | (46,290) | $ | 122,751 | ||||
| Restructuring Charges (1) | 1,253 | — | 31 | 8,318 | |||||||||
| Acquisition Related Costs (2) | 4,580 | — | 14,521 | 19,770 | |||||||||
| Adjusted Income from Operations | 144,898 | $ | 15,637 | $ | 22,042 | $ | (31,738) | $ | 150,839 | ||||
| Net Sales (4) | 824,079 | $ | 219,301 | $ | 92,121 | $ | — | $ | 1,135,501 | ||||
| (1) Comprised primarily of exit activities costs | |||||||||||||
| (2) Represents acquisition related expenses including due diligence and integration costs of recent business combinations | |||||||||||||
| (3) Includes one-time gain of 2.2M from an acquisition-related item | |||||||||||||
| (4) There were no Non-GAAP adjustments to Net Sales in 2025 |
All values are in US Dollars.
GIBRALTAR INDUSTRIES, INC.
Reconciliation of GAAP and Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Year Ended December 31, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for income taxes | Net income from continuing operations | Net income from continuing operations per share - diluted | ||||||||||||||
| As Previously Reported in GAAP Statements | 173,925 | $ | 36,585 | $ | 137,340 | $ | 4.46 | |||||||||
| Discontinued Operations (1) | (642) | (2,296) | (0.07) | |||||||||||||
| As Reported in GAAP Statements | 170,987 | $ | 35,943 | $ | 135,044 | $ | 4.39 | |||||||||
| Restructuring & Other Charges (2) | 1,965 | 7,954 | 0.26 | |||||||||||||
| Portfolio Management (3) | (421) | (25,584) | (0.83) | |||||||||||||
| Adjusted Financial Measures Recast | 154,901 | $ | 37,487 | $ | 117,414 | $ | 3.82 | |||||||||
| Agtech | Renewables | Infrastructure | Corporate | Consolidated | ||||||||||||
| Operating Margin Previously Reported | % | 7.2 | % | 1.2 | % | 24.2 | % | n/a | 10.9 | % | ||||||
| Discontinued Operations (1) | n/a | n/a | ||||||||||||||
| Operating Margin as Reported in GAAP Statements | % | 7.2 | % | n/a | 24.2 | % | n/a | 13.6 | % | |||||||
| Restructuring & Other Charges (2) | % | 4.2 | % | n/a | — | % | n/a | 0.9 | % | |||||||
| Portfolio Management (3) | % | — | % | n/a | — | % | n/a | (0.1) | % | |||||||
| Adjusted Operating Margin Recast | % | 11.5 | % | n/a | 24.2 | % | n/a | 14.7 | % | |||||||
| Income from Operations Previously Reported | 148,784 | $ | 11,040 | $ | 3,349 | $ | 21,295 | $ | (41,445) | $ | 143,023 | |||||
| Discontinued Operations (1) | — | (3,349) | — | — | (3,349) | |||||||||||
| Income from Operations as Reported in GAAP Statements | 148,784 | $ | 11,040 | $ | — | $ | 21,295 | $ | (41,445) | $ | 139,674 | |||||
| Restructuring & Other Charges (2) | 6,477 | — | — | 2,290 | 9,568 | |||||||||||
| Portfolio Management (3) | — | — | — | — | (740) | |||||||||||
| Adjusted Income from Operations Recast | 148,845 | $ | 17,517 | $ | — | $ | 21,295 | $ | (39,155) | $ | 148,502 | |||||
| Net Sales & Adjusted Net Sales Previously Reported | 782,519 | $ | 152,811 | $ | 285,405 | $ | 88,029 | $ | — | $ | 1,308,764 | |||||
| Discontinued Operations (1) | — | (285,405) | — | — | (285,405) | |||||||||||
| Net Sales as Reported in GAAP Statements | 782,519 | $ | 152,811 | $ | — | $ | 88,029 | $ | — | $ | 1,023,359 | |||||
| Portfolio Management (3) | — | — | — | — | (10,379) | |||||||||||
| Adjusted Net Sales Recast | 772,140 | $ | 152,811 | $ | — | $ | 88,029 | $ | — | $ | 1,012,980 | |||||
| (1) Represents the results generated by the Company's Renewables business classified as Discontinued Operations in 2025 | ||||||||||||||||
| (2) Comprised primarily of exit activities costs, the write-off of indefinite-lived trademarks, senior leadership transition costs associated with changes in leadership positions, acquisition-related expenses including due diligence costs and portfolio management costs | ||||||||||||||||
| (3) Represents the results generated by the Company's electronic locker business sold in 2024, including the (25.3M) gain on sale of business |
All values are in US Dollars.
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands)
(unaudited)
| Three Months Ended December 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Residential | Agtech | Infrastructure | |||||||||
| Net Sales | $ | 268,688 | $ | 183,541 | $ | 62,604 | $ | 22,543 | ||||
| Net Income from Continuing Operations | 11,798 | |||||||||||
| Provision for Income Taxes | 3,376 | |||||||||||
| Interest Income | (466) | |||||||||||
| Other Income | (60) | |||||||||||
| Operating Profit | 14,648 | 21,892 | 3,735 | 4,964 | ||||||||
| Adjusted Measures* | 14,438 | 3,716 | 686 | — | ||||||||
| Adjusted Operating Profit | 29,086 | 25,608 | 4,421 | 4,964 | ||||||||
| Adjusted Operating Margin | 10.8 | % | 14.0 | % | 7.1 | % | 22.0 | % | ||||
| Adjusted Other Expense | 111 | — | — | — | ||||||||
| Depreciation & Amortization | 6,748 | 3,488 | 1,713 | 719 | ||||||||
| Stock Compensation Expense | 874 | 786 | 203 | 67 | ||||||||
| Adjusted EBITDA | $ | 36,597 | $ | 29,882 | $ | 6,337 | $ | 5,750 | ||||
| Adjusted EBITDA Margin | 13.6 | % | 16.3 | % | 10.1 | % | 25.5 | % | ||||
| Cash Flow - Operating Activities | 31,727 | |||||||||||
| Purchase of PPE, Net | (8,954) | |||||||||||
| Free Cash Flow | 22,773 | |||||||||||
| Free Cash Flow - % of Adjusted Net Sales | 8.5 | % | ||||||||||
| *Adjusted Measures details are presented on the corresponding Reconciliation of GAAP and Adjusted Financial Measures |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands)
(unaudited)
| Three Months Ended December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential | Agtech | Infrastructure | |||||||||
| Adjusted Net Sales Recast* | 229,325 | $ | 168,461 | $ | 42,749 | $ | 18,115 | ||||
| Net Income from Continuing Operations | |||||||||||
| Provision for Income Taxes | |||||||||||
| Interest Income | |||||||||||
| Other Income | |||||||||||
| Operating Profit | 29,070 | 2,297 | 3,690 | ||||||||
| Adjusted Measures* | (111) | 6,000 | — | ||||||||
| Adjusted Operating Profit | 28,959 | 8,297 | 3,690 | ||||||||
| Adjusted Operating Margin | % | 17.2 | % | 19.4 | % | 20.4 | % | ||||
| Adjusted Other Income | — | — | — | ||||||||
| Adjusted Depreciation & Amortization (1) | 2,735 | 745 | 736 | ||||||||
| Adjusted Stock Compensation Expense (2) | 449 | 94 | 63 | ||||||||
| Adjusted EBITDA Recast** | 39,585 | $ | 32,143 | $ | 9,136 | $ | 4,489 | ||||
| Adjusted EBITDA Margin Recast** | % | 19.1 | % | 21.4 | % | 24.8 | % | ||||
| Adjusted EBITDA Previously Reported | 46,748 | $ | 32,729 | $ | 9,136 | $ | 4,489 | ||||
| Adjusted EBITDA Margin Previously Reported | % | 19.2 | % | 21.4 | % | 24.8 | % | ||||
| Cash Flow - Operating Activities | |||||||||||
| Purchase of PPE, Net | |||||||||||
| Free Cash Flow | |||||||||||
| Free Cash Flow - % of Adjusted Net Sales | % | ||||||||||
| *Details for the classification of the Company's Renewables business as Discontinued Operations and the recast amounts for the sale of the electronic locker business within the Residential segment are presented on corresponding Reconciliation of GAAP and Adjusted Financial Measures | |||||||||||
| **Recast for the classification of the Company's Renewables business as Discontinued Operations and to exclude sale of electronic locker business within the Residential segment | |||||||||||
| (1) Recast Depreciation & Amortization for impact of (2.140M) from classification of Renewables business as Discontinued Operations and (38k) from sale of electronic locker business within the Residential segment | |||||||||||
| (2) Recast Stock Compensation Expense for impact of (234k) from classification of Renewables business as Discontinued Operations and (10k) from the sale of electronic locker business within the Residential segment |
All values are in US Dollars.
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands)
(unaudited)
| Year Ended December 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Residential | Agtech | Infrastructure | |||||||||
| Net Sales | $ | 1,135,501 | $ | 824,079 | $ | 219,301 | $ | 92,121 | ||||
| Net Income from Continuing Operations | 97,556 | |||||||||||
| Provision for Income Taxes | 29,020 | |||||||||||
| Interest Income | (1,747) | |||||||||||
| Other Income | (2,078) | |||||||||||
| Operating Profit | 122,751 | 137,195 | 9,804 | 22,042 | ||||||||
| Adjusted Measures* | 28,088 | 7,703 | 5,833 | — | ||||||||
| Adjusted Operating Profit | 150,839 | 144,898 | 15,637 | 22,042 | ||||||||
| Adjusted Operating Margin | 13.3 | % | 17.6 | % | 7.1 | % | 23.9 | % | ||||
| Adjusted Other Expense | 148 | — | — | — | ||||||||
| Depreciation & Amortization | 29,849 | 13,351 | 10,368 | 2,845 | ||||||||
| Less: Acquisition-related amortization | (3,500) | — | (3,500) | — | ||||||||
| Adjusted Depreciation & Amortization | 26,349 | 13,351 | 6,868 | 2,845 | ||||||||
| Stock Compensation Expense | 8,339 | 2,591 | 729 | 274 | ||||||||
| Less: SLT Related Stock Compensation Expense | (82) | — | — | — | ||||||||
| Adjusted Stock Compensation Expense | 8,257 | 2,591 | 729 | 274 | ||||||||
| Adjusted EBITDA | $ | 185,297 | $ | 160,840 | $ | 23,234 | $ | 25,161 | ||||
| Adjusted EBITDA Margin | 16.3 | % | 19.5 | % | 10.6 | % | 27.3 | % | ||||
| Cash Flow - Operating Activities | 137,107 | |||||||||||
| Purchase of PPE, Net | (46,130) | |||||||||||
| Free Cash Flow | 90,977 | |||||||||||
| Free Cash Flow - % of Adjusted Net Sales | 8.0 | % | ||||||||||
| *Adjusted Measures details are presented on the corresponding Reconciliation of GAAP and Adjusted Financial Measures |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands)
(unaudited)
| Year Ended December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential | Agtech | Infrastructure | |||||||||
| Adjusted Net Sales Recast* | 1,012,980 | $ | 772,140 | $ | 152,811 | $ | 88,029 | ||||
| Net Income from Continuing Operations | |||||||||||
| Provision for Income Taxes | |||||||||||
| Interest Income | |||||||||||
| Other Income | |||||||||||
| Operating Profit | 148,784 | 11,040 | 21,295 | ||||||||
| Adjusted Measures* | 61 | 6,477 | — | ||||||||
| Adjusted Operating Profit | 148,845 | 17,517 | 21,295 | ||||||||
| Adjusted Operating Margin | % | 19.3 | % | 11.5 | % | 24.2 | % | ||||
| Adjusted Other Income | — | — | — | ||||||||
| Adjusted Depreciation & Amortization (1) | 10,177 | 3,165 | 2,972 | ||||||||
| Adjusted Stock Compensation Expense (2) | 1,746 | 377 | 244 | ||||||||
| Adjusted EBITDA Recast** | 177,450 | $ | 160,768 | $ | 21,059 | $ | 24,511 | ||||
| Adjusted EBITDA Margin Recast** | % | 20.8 | % | 13.8 | % | 27.8 | % | ||||
| Adjusted EBITDA Previously Reported | 204,909 | $ | 161,801 | $ | 21,059 | $ | 24,511 | ||||
| Adjusted EBITDA Margin Previously Reported | % | 20.7 | % | 13.8 | % | 27.8 | % | ||||
| Cash Flow - Operating Activities | |||||||||||
| Purchase of PPE, Net | |||||||||||
| Free Cash Flow | |||||||||||
| Free Cash Flow - % of Adjusted Net Sales | % | ||||||||||
| *Details for the classification of the Company's Renewables business as Discontinued Operations and the recast amounts for the sale of the electronic locker business within the Residential segment are presented on corresponding Reconciliation of GAAP and Adjusted Financial Measures | |||||||||||
| **Recast for the classification of the Company's Renewables business as Discontinued Operations and to exclude sale of electronic locker business within the Residential segment | |||||||||||
| (1) Recast Depreciation & Amortization for impact of (8.192M) from classification of Renewables business as Discontinued Operations and (239k) from sale of electronic locker business within the Residential segment | |||||||||||
| (2) Recast Stock Compensation Expense for impact of (918k) from classification of Renewables business as Discontinued Operations and (54k) from the sale of electronic locker business within the Residential segment |
All values are in US Dollars.